Law Commons^™

Standing On The Shoulders Of Llcs: Tax Entity Status And Decentralized Autonomous Organizations, Samuel D. Brunson

Georgia Law Review

Since the formation of the first decentralized autonomous organization in 2016, their use has exploded. Thousands of DAOs now try to take advantage of smart contracts to solve a problem that plagues business entities: the gulf between ownership and management. Armed with smart contracts and requiring token-holders to vote on any change in strategy, DAOs dispense with the management layer so necessary in traditional business entities.

DAOs owe their existence to technology. Without blockchain, without cryptocurrency, and without smart contracts, there would be no DAOs. But they owe their explosive to something much more unexpected: Treasury regulations.

In the wake …

Pemanfaatan Dan Perlindungan Hukum Terhadap Sumber Daya Air Dalam Perspektif Investasi Dan Kesejahteraan, Arindita Pratiwi

"Dharmasisya” Jurnal Program Magister Hukum FHUI

As a natural resource that can be renewed and is an unlimited energy, water has an important role in meeting the daily needs of humans and other living things, without water there would be no life. The presence of the state in managing water resources for the greatest welfare of the people is a manifestation of the state's control over water resources as mandated by Article 33 paragraph (3) of the 1945 Constitution of the Republic of Indonesia and is the state's obligation to fulfill the people's rights to water. In fulfilling the need for clean water for all its …

Undead Dicta Or Haunted Holdings? A Closer Look At The Zombie Subjective Intent Partnership Formation Cases, Joseph K. Leahy

The University of New Hampshire Law Review

Undead precedents haunt the partnership formation caselaw. But just how dangerous are they? It depends on what type of zombies they are—walking-dead dicta or haunted holdings. Asking a court to ignore bad dicta is nowhere near as difficult for litigants as asking a court to overrule an entire line of cases.

This article takes a closer look at the undead partnership formation cases that were previously identified in a companion article and concludes that nearly all such cases fall into the less-scary category of undead dicta, rather than truly dangerous category of zombie holdings.

The Personification Of The Partnership, Harwell Wells

Vanderbilt Law Review

What does it mean to say a business association is a legal person? The question has shadowed the law of business organizations for at least two centuries. When we say a business is a legal person we may be claiming that the law distinguishes its assets, liabilities, and obligations from those of its owners; or that it has a “real will” and personality apart from its owners; or that it in some way can carry or assert rights generally ascribed to natural persons. This Article sheds new light on these old questions by looking at an oft-overlooked business form, the …

Dissecting Hobby Lobby'S Corporate Person: A Procedural Proposal For Aligning Corporate Rights And Responsibilities, Andrew J. Fleming

Brooklyn Law Review

Over the years, the U.S. Supreme Court’s corporate personhood decisions have allowed for the corporation to become increasingly more “person-like” by recognizing corporate constitutional rights that were previously reserved for flesh-and-blood human beings. Yet in cases where the rights of corporations are evaluated, the Court’s analysis flows from an axiomatic conceptualization of the corporation as a static, theoretical being, as if plucked straight from a business organizations law school textbook. The result is a gulf between corporate rights as “persons” and corporate legal responsibilities. Nowhere is that gulf more evident than in the Court’s personal jurisdiction jurisprudence. In particular, this …

Open Sesame: The Myth Of Alibaba's Extreme Corporate Governance And Control, Yu-Hsin Lin, Thomas Mehaffy

Brooklyn Journal of Corporate, Financial & Commercial Law

In September 2014, Alibaba Group Holding Limited (Alibaba) successfully launched a $25 billion initial public offering (IPO), the largest IPO ever, on New York Stock Exchange. Alibaba’s IPO success witnessed a wave among Chinese Internet companies to raise capital in U.S capital markets. A significant number of these companies have employed a novel, but poorly understood corporate ownership and control mechanism—the variable interest entity (VIE) structure and/or the disproportional control structure. The VIE structure was created in response to the Chinese restriction on foreign investments; however, it carries the risk of being declared illegal under Chinese law. The disproportional control …

Partnership Sales: When Nonrecourse Debt Exceeds Fair Market Value, Commissioner V. Tufts, Joseph Perkovich

Akron Law Review

The United States Supreme Court has used its decision in Commissioner v. Tufts to settle a conflict between circuits and to fine tune an ambiguity which it created thirty-six years ago in Crane v. Commissioner. The circumstances focus on a taxpayer who sells his partnership interest by having the purchaser assume nonrecourse debt to which the partnership property is subject.

Competing With Delaware: Recent Amendments To Ohio's Corporate Statutes, David Porter

Akron Law Review

House Bill 301 is evolutionary, not revolutionary, in its content, but its changes are nonetheless significant for Ohio corporations and their lawyers. To place these changes in context, this article summarizes corporate statutory developments since 1997 that highlight Ohio’s previous initiatives to keep up with Delaware, America’s dominant state of incorporation, and then discusses at greater length the recent amendments contained in House Bill 301, concluding with a look ahead at some additional changes that may occur as early as this year.

Tax Planning: Foreign Investment In United States Real Property, William H. Newton Iii

Georgia Journal of International & Comparative Law

No abstract provided.

Choosing The Partnership: English Business Organization Law During The Industrial Revolution, Ryan Bubb

Seattle University Law Review

For most of the period associated with the Industrial Revolution in Britain, English law restricted access to incorporation and the Bubble Act explicitly outlawed the formation of unincorporated joint stock companies with transferable shares. Furthermore, firms in the manufacturing industries most closely associated with the Industrial Revolution were overwhelmingly partnerships. These two facts have led some scholars to posit that the antiquated business organization law was a constraint on the structural transformation and growth that characterized the British economy during the period. Importantly, however, the vast majority of manufacturing firms in the modern sector were partnerships. An easy explanation for …

The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller

Touro Law Review

The New York Limited Liability Company Law (“LLC Law”) has turned 20. This occasion presents an opportunity to reflect on its past, present and future.

Court Of Appeals Of New York, In The Matter Of Nassau County Grand Jury Subpoena Duces Tecum Dated June 24, 2003 "Doe Law Firm" V. Spitzer, Christin Harris

Touro Law Review

No abstract provided.

The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway

Pepperdine Law Review

No abstract provided.

Are Limited Liability Company Interests Securities?, Mark A. Sargent

Pepperdine Law Review

No abstract provided.

The End Of Partnership, Lawrence J. Fox

Fordham Urban Law Journal

This Article addresses what the Author believes are “myths” of the large firm legal practice. The author argues that the path to “partner” at a large firm provides neither a path nor anything that resembles a real partnership. The Article addresses four reasons to support this statement. The author believes that attaining partnership brings a person to a position where they still work many hours, do not receive a big elevation in status, have no sense of tenure, and must have a very large book of business. The Authors believes that it is not young associates who will be wanted …

The Limited Liability Company: A Catalyst Exposing The Corporate Integration Question, Susan Pace Hamill

Michigan Law Review

The rise of the domestic limited liability company (LLC) from obscurity to its present position as a viable, mainstream alternative to the corporation or partnership was met with enormous enthusiasm by the business community and the practicing bar. First introduced by the State of Wyoming in 1977 and recognized by the Internal Revenue Service (IRS) as a partnership for federal income tax purposes in 1988, the LLC offers for the first time a domestic entity that combines the tax advantages of a partnership with limited liability protection for all members, an advantage commonly associated with corporations. The advantages of the …

Ird And S Corporations, Gregory V. Gadarian, Jonathan G. Blattmachr

Touro Law Review

No abstract provided.

Private Ordering Within Partnerships, Robert W. Hillman

University of Miami Law Review

No abstract provided.

What's Right With Agency And, Incidentally, Partnership, Michael L. Richmond

University of Arkansas at Little Rock Law Review

No abstract provided.

Federal Practice And Procedure, Various Editors

Villanova Law Review

No abstract provided.

Minority Interests In Small Business Entities, John W. Hancock

Cleveland State Law Review

While the subject matter of this article calls for the examination of certain aspects of "small business entities," the focus here will be almost exclusively upon partnerships and corporations. Most other types of entities are not particularly advantageous vis-avis corporations and partnerships for the active operation of a commercial or industrial enterprise.

Changing A Partnership Into A Corporation, Daniel J. Gifford

Vanderbilt Law Review

The present essay will deal only with those businesses which possess unlimited growth potential in respect of the amount of assets which they can profitably employ in the production of income. If such businesses grow sufficiently, they will probably ultimately reach the stage of publicly held corporations. The reasons for this will vary, although it would seem that once the growth process has picked up momentum, the business may require capital at a rate faster than earnings can be accumulated or funds can be obtained from lenders.

Taxation-Federal Income Tax-Worthless Debt Of Corporation Deductible Only As A Nonbusiness Bad Debt By Creditor-Partnership, Larry W. Waggoner

Michigan Law Review

A partnership formed for the purpose of holding and renting real estate and "such other business and enterprises" as might be agreed upon by the partners loaned 120,000 dollars to a corporation which manufactured liquid hair spray for women. This was the only loan the partnership had made. The controlling shareholder in the debtor-corporation was another corporation of which every shareholder was either a parent or grandparent of the partners. The debtor-corporation was to repay the loan in monthly installments of 3,000 dollars plus interest at the rate of twelve percent on the unpaid balance. When the debt became worthless, …

Impact Of Recent Tax Stimulants On Modest Enterprises, L. Hart Wright, Jerome B. Libin

Michigan Law Review

The recession year 1958 found Congress in a mood to "aid and encourage small business" through more favorable tax treatment. The thrust of the ensuing legislation touched in varying degrees the whole life span of a modest enterprise, from organization through liquidation. The focus here, however, will be confined to a consideration of the practical impact of the recent statutory changes on the organizational and ordinary operational phases of such a business.

Partnership Realty And Its Treatment Under The Uniform Partnership Act - Vlamis V. De Weese, Russell W. Shipley

Maryland Law Review

No abstract provided.

Recent Decisions, Various Editors

Villanova Law Review

No abstract provided.

Partnerships - Partnership By Estoppel - Proof Of Reliance By Creditor Dealing With Persons In Belief Of Partnership, Allen Dewey

Michigan Law Review

Plaintiff telephone company sued to collect for local and long distance telephone service rendered through telephone number 196W. Defendant Walter R. Lehmann denied liability on the ground that the service was not furnished to him but to his son, Wayne R. Lehmann. The telephone was located in Wayne's business headquarters, a building on defendant's farm, over which hung a sign "W. R. Lehmann & Son-Dairy Cattle." Plaintiff carried the telephone in Wayne's .name for fifteen months, until, at Wayne's request, the listing was changed to W.R. Lehmann & Son. The change was made for the 1953 and 1954 directories, and …

Partnership - Partnership By Estoppel -Application To Tort Actions, Thomas Erickson S.Ed.

Michigan Law Review

Plaintiff-motorist brought action against defendant who, it was alleged, owned a truck which was driven into the rear of the plaintiff's automobile. Defendant had arranged to take title to the truck from his son. The transfer was to be effective three days before the accident but was not in fact completed until after the accident. Defendant also had taken out insurance on the truck and had joined with his son in purchasing it and in taking out an ash-hauling license in which business the truck was used. Other trucks previously used in the business by defendant's son had been carried …

Comments, Various Authors

Villanova Law Review

No abstract provided.

Business Associations -- 1956 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Surprisingly few cases were decided in the field of Business Associations during the survey period. Those decisions for the most part merely reaffirmed legal principles already established in Tennessee law. One of the cases, Wyatt v. Brown,' raised again the interesting old question of what is a partnership and what factual elements are necessary to constitute the partnership relation. This article discusses that question first and then comments rather briefly on the other cases and the principles they enunciate.